Filing pursuant to Rule 425 under the
Securities Act of 1933, as amended
Deemed filed under Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Filer: Schlumberger N.V. (Schlumberger Limited)
Subject Company: Cameron International Corporation
Commission File No.: 1-13884
Cameron Integration |
Schlumberger & Cameron A Unique Combination August 26 Schlumberger and Cameron jointly announce a definitive merger agreement
in which the companies would combine in a stock and cash transaction,
with closing expected in Q1 2016
Cameron shareholders to receive 0.716 Schlumberger shares and $14.44 in
cash for each share of Cameron
The transaction combines two complementary technology portfolios into a
pore-to- pipeline products and services
offering with customers to benefit through technology
system innovation and improved operational performance
|
Schlumberger at a Glance * Note: Effective July, 2015 |
Schlumberger and Cameron Ideal Partners Rich History Strong Core Values Technology Leadership Commitment to Safety & Customers Operational Excellence |
Processing Systems 1 4 Drilling Tools Proposed Schlumberger Group Structure Notes: (1) Revenue year end 2014, (2) CAM and SLB SEC filings, IHS, Infield, Capital IQ, Spears, SLB and CAM, public
sources, (3) Business Rank source: Spears Oilfield Market
Report May 2015, * No ranking published by Spears; source: Schlumberger $10.3 billion $12.2 billion $18.5 billion $18.1 billion Revenue Well Services OneSubsea Wireline 2 1 1 2 Drilling & Measurements Completions Drilling Systems Testing Services 2 1 1 3 Geoservices Artificial Lift Valves & Measurements WesternGeco 1 2 1 2 Bits Well Intervention Surface Systems SIS* 1 1 1 1 M-I SWACO Business Rank Cameron Characterization Drilling Production Schlumberger |
Well Wellhead+ Reservoir Integrated Drilling Systems Integrated Production Systems Expanding from Subsurface to Surface |
Cost Synergies Corporate G&A Back-office Support Segment & Geographical G&A Operational Costs |
Revenue Benefits Integration Customers Expand our customer base Leverage our global footprint Broaden our technology portfolio Increase recovery rates Reduce costs per barrel Closer commercial alignment Value Performance Services Rentals System Integration Automation Software Instrumentation |
Expand customer base and geographical coverage Introduce performance based boosting contracts Accelerate joint R&E with Completion and Artificial Lift product lines
Leverage reservoir knowledge in early design phase
discussions Increase focus on design simplification and
cost efficiency OneSubsea
Accelerating the Implementation |
10 BOP Non-Productive Time Addressing the Industry Issue Source: IHS-Petrodata, Internal data. *Active fleet only (newbuilds not included)
Floaters
284 Rigs
Jackups
492 Rigs
Onshore
1,789 Rigs
Largest installed base of BOPs
Introduce service based business models
Launch R&E program for future BOPs
|
Rig of the Future The New Land Drilling System Design Proprietary features based on years of R&E Rig Equipment Surface components provided by Cameron Closely integrated with Drilling Group BHA Software Developed on the Petrel platform Optimization of planning and wellsite execution |
CAMSHALE Drilling Pressure Control Production Systems Flowback and Testing Wellhead s Worlds largest rental fleet of pressure control equipment Integrate with frac fleet to optimize and automate surface set-up and operations |
Schlumberger and Cameron: The Next Industry Breakthrough Greater opportunities for employees Personal development and career advancement Technology leadership Increased focus on R&D Expansion of customer base Leveraging Schlumbergers geographic footprint Vertical integration Insource products leveraging Camerons manufacturing expertise eg. Valves and Process Equipment Supply chain leverage |
Preserve highest standards in Ethics and Compliance Creating value from unique combination of Schlumberger and Cameron
Converge around common values while respect cultural
differences Ensure seamless transition for customers and
suppliers Establish transparent and ambitious integration
plans and execute diligently Select the best from each part
of the new organization Integration Principles
|
Functional
Integration Teams Sales/
Accounts
Information
Technology
Infrastructure
HSE &
Security
Legal Finance Marketing/ Branding Communications Supply Chain Human Resources Integration Management Office (IMO) Executive Steering Committee Business Integration Teams Executive Steering Committee ( ESC) Manufacturing Surface Process Systems Transformation Drilling NPD /Engineering Geography One Subsea V&M Services (After Market) Scott Rowe (CAM) Ashok Belani (SLB) Simon Ayat (SLB) JF Poupeau (SLB) Gerard Martellozo (SLB) Justin Rounce (CAM) Culture Integration Teams |
Q1 2016 Q1 2016 Phase I, Information Gathering & Analysis ESC Approvals Phase III, Detailed Planning Integration Timeline Oct 1 Ongoing Communications and Change Management Phase II, Strategic Recom. Kick-off Meeting Contingency Period Integration Execution Close |
Additional Information
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. The attached presentation relates in part to a proposed business combination between Schlumberger and Cameron International Corporation (Cameron). Schlumberger has filed with the Securities and Exchange Commission (the SEC) a registration statement on Form S-4 containing a preliminary proxy statement/prospectus of Schlumberger and Cameron and other documents related to the proposed transaction. This communication is not a substitute for any proxy statement, registration statement, proxy statement/prospectus or other document Schlumberger or Cameron may file with the SEC in connection with the proposed transaction.
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE REGISTRATION STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE PROPOSED TRANSACTION. These materials will be made available to stockholders of Cameron at no expense to them. Investors will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Schlumberger and/or Cameron through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Schlumberger will be available free of charge on Schlumbergers internet website at http://www.slb.com. Copies of the documents filed with the SEC by Cameron will be available free of charge on Camerons internet website at http://www.c-a-m.com. You may also read and copy any reports, statements and other information filed by Cameron or Schlumberger with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SECs website for further information on its public reference room.
Participants in Solicitation
Cameron, Schlumberger, their respective directors and certain of their respective executive officers may be considered, under SEC rules, participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Schlumberger is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on January 29, 2015, and its proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on February 19, 2015. Information about the directors and executive officers of Cameron is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 20, 2015, and its proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on March 27, 2015. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the transaction, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Forward-Looking Statements
This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The opinions, forecasts, projections, expected timetable for completing the proposed transaction, benefits and synergies of the proposed transaction, future opportunities for the combined company and products, future financial performance and any other statements regarding Schlumbergers and Camerons future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not statements of historical fact, are forward-looking statements. Schlumberger can give no assurance that such expectations will prove to have been correct. These statements are subject to, among other things, satisfaction of the closing conditions to the merger, the risk that the contemplated merger does not occur, negative effects from the pendency of the merger, the ability to successfully integrate the merged businesses and to realize expected synergies, failure to obtain the required vote of Camerons stockholders, the timing to consummate the proposed transaction, the ability to successfully integrate the merged businesses and other risk factors that are discussed in Schlumbergers and Camerons most recent Annual Reports on Form 10-K as well as each companys other filings with the SEC available at the SECs Internet site (http://www.sec.gov). Actual results may differ materially from those expected, estimated or projected. Forward-looking statements speak only as of the date they are made, and Schlumberger undertakes no obligation to publicly update or revise any of them in light of new information, future events or otherwise.